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Element Financial Closes PHH Arval Acquisition
US$1.4 Billion Transaction Expected to Deliver Ten Percent Accretion to 2015 Earnings per Share
|By Marketwired .
|July 7, 2014 04:02 PM EDT
TORONTO, ONTARIO -- (Marketwired) -- 07/07/14 -- Element Financial Corporation (TSX: EFN) ("Element" or the "Company") has closed the previously announced acquisition of the assets and operations of PHH Arval (the "Acquisition") for a purchase price of US$1.4 billion. The all-cash transaction was financed with a combination of 74,416,500 subscription receipts (the "Subscription Receipts") at $12.75 per Subscription Receipt, $345,000,000 aggregate principle amount debentures and 5,000,000 cumulative 5-year rate reset preferred shares series E at $25.00 per preferred share (the "Capital Raise"). Concurrent with the closing of the Acquisition, each Subscription Receipt will be exchanged for one common share of the Company as soon as practicable in accordance with their terms with the Subscription Receipts to be delisted from the Toronto Stock Exchange.
The Acquisition increases Element's total assets to $10 billion and raises the Company's tangible leverage to 3.2:1 from 1.6:1 as at March 31, 2014 while providing balance sheet capacity to fund forecasted growth. Concurrently, the increased scale of Element's balance sheet also provides the Company with the opportunity to underwrite larger transactions in each of its four North American business verticals - Commercial & Vendor Finance, Aviation Finance, Railcar Finance and Fleet Management. The Acquisition and the Capital Raise are expected to deliver at least ten percent of earnings accretion to common shareholders in 2015. They also set Element on a path to qualify the Company for investment grade ratings which would offer additional accretion to the Company's shareholders as these ratings are applied to Element's capital structure.
"This accretive transaction doubles both our asset base and our tangible leverage at the same time that it sets in motion a process for achieving investment grade ratings to reduce our funding costs that will drive incremental returns for our shareholders," said Steven K. Hudson, Element's Chairman and Chief Executive Officer.
The transaction is also transformational for Element's fleet management business increasing the size of the Company's portfolio of fleet assets to $6 billion. The combined employee base will serve customers through Element Fleet Management's US head office in Sparks, Maryland and its Canadian head office in Mississauga, Ontario supported by the Arval global alliance that will service clients' needs in more than 40 countries beyond North America.
"The transaction positions Element Fleet Management as North America's premier fleet management provider," said Bradley Nullmeyer, President of Element Financial Corporation. "Through Element's other business verticals, it also presents an opportunity for our new fleet clients to access equipment financing solutions for a much broader range of their capital assets - from fork lifts and highway tractors to railcars and aircraft."
Element's Fleet Management business will be led by Jim Halliday, current President of PHH Arval. "Element's focused and disciplined approach to growth presents us with an exceptional opportunity to deliver new solutions and a broader scope of services to our clients," said Halliday. "I believe our passion for customer service together with the added scale and financial strength to support increased investment in technology and product development, sets Element Fleet Management apart as North America's premier fleet management company."
About Element Financial Corporation
With total assets of $10 billion, Element Financial Corporation is one of North America's leading equipment finance companies. Element operates across North America in four verticals of the equipment finance market - Commercial & Vendor Finance, Aviation Finance, Railcar Finance and Fleet Management.
This release includes forward-looking statements regarding Element and its business. Such statements are based on the current expectations and views of future events of Element's management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Forward-looking statements in this release include those related to the acquisition by Element of PHH Corporation's North American Fleet Management Services business, the achievement of strategic and financial objectives in connection with the acquisition, the impact of the acquisition on Element's financial metrics (including accretion to Element shareholders and Element's anticipated level of leverage), the attainment of growth opportunities and the integration of the Fleet Management Services business. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting Element, including risks regarding the equipment finance industry, economic factors and many other factors beyond the control of Element. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Element undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
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